0000950133-06-000427 Sample Contracts

FIRST AMENDMENT TO AMENDED AND RESTATED PARTICIPATION AGREEMENT UNDER THE TD BANKNORTH, INC. 2005 PERFORMANCE BASED RESTRICTED SHARE UNIT PLAN
Participation Agreement • February 1st, 2006 • Td Banknorth Inc. • State commercial banks • Maine

First Amendment, dated as of January 31, 2006 (the “Amendment”), to the Amended and Restated Participation Agreement, dated as of May 24, 2005 (the “Participation Agreement”), under the TD Banknorth, Inc. 2005 Performance Based Restricted Share Unit Plan (the “RSU Plan”), between TD Banknorth Inc. (the “Company”) and Andrew W. Greene (the “Executive”). Capitalized terms which are not defined herein shall have the same meaning as set forth in the RSU Plan.

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FIRST AMENDMENT TO RETENTION AGREEMENT
Retention Agreement • February 1st, 2006 • Td Banknorth Inc. • State commercial banks • Maine

First Amendment, dated as of January 31, 2006 (the “Amendment”), to the Retention Agreement, dated as of August 25, 2004 (as amended, the “Retention Agreement”), between TD Banknorth Inc., as successor to Banknorth Group, Inc. (the “Company”), and Andrew W. Greene (the “Executive”). Capitalized terms which are not defined herein shall have the same meaning as set forth in the Retention Agreement.

FIRST AMENDMENT TO AMENDED AND RESTATED PARTICIPATION AGREEMENT UNDER THE TD BANKNORTH, INC. 2005 PERFORMANCE BASED RESTRICTED SHARE UNIT PLAN
Participation Agreement • February 1st, 2006 • Td Banknorth Inc. • State commercial banks • Maine

First Amendment, dated as of January 31, 2006 (the “Amendment”), to the Amended and Restated Participation Agreement, dated as of May 24, 2005 (the “Participation Agreement”), under the TD Banknorth, Inc. 2005 Performance Based Restricted Share Unit Plan (the “RSU Plan”), between TD Banknorth Inc. (the “Company”) and David J. Ott (the “Executive”). Capitalized terms which are not defined herein shall have the same meaning as set forth in the RSU Plan.

FIRST AMENDMENT TO RETENTION AGREEMENT
Retention Agreement • February 1st, 2006 • Td Banknorth Inc. • State commercial banks • Maine

First Amendment, dated as of January 31, 2006 (the “Amendment”), to the Retention Agreement, dated as of August 25, 2004 (as amended, the “Retention Agreement”), between TD Banknorth Inc., as successor to Banknorth Group, Inc. (the “Company”), and David J. Ott (the “Executive”). Capitalized terms which are not defined herein shall have the same meaning as set forth in the Retention Agreement.

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